Up in the air, several new Decepticons were zooming towards the ground, going right to the battlezone, led by their reborn master, Galvatron. He snarled and growled as he saw many Autobots still around putting up a fight. Oh why didn't they go down yet? Why weren't they destroyed? Well maybe he would have to take care of it himself.

In the air with Galvatron were Cyclonus, Scourge, the Sweeps, Steamer, the Shadowcons, Eclipse, the Sirens, and lastly the combiner teams.

"Destroy them all... but find Sunset Shimmer. But don't kill her... that I'll see to myself. In the meantime... Steamer, Shadowcons, you all know what you have to do to these wretched scrapiles. Kill them, slaughter them, banish them to that realm, I don't care, just get rid of them!"

"Yes Lord Galvatron!", they all called.

"Jet, Sirens, Eclipse, see to it that Sunset Shimmer's little team of friends are exterminated. Cyclonus, Scourge, we're going after Sunset."

The Decepticons let out their salutes, and they all split up into different directions to go and handle their assigned tasks.

Back on the ground, the girls except for Sunset Shimmer and Twilight Sparkle all joined up together as they continued to shoot the others that were attempting to take them out.

"Girls, I'm not sure how much longer we can hold out! We're losing people fast!" Fluttershy cried.

"Who did we lose?", Rainbow Dash asked.

"We just lost all of the Rescue Bots except for Quickshadow who's dealing with some Cons on her own," Applejack said as she ducked from another laser.

But as the girls kept on ducking their heads, to avoid each laser that came their way, Pinkie Pie looked up and she froze in fear. Her skin felt dead cold as she looked in front of her.

"Um... girls? Do any of them look familiar to you?" Pinkie said pointing to five Decepticons walking in their directions.

The five of them looked forward to the direction Pinkie pointed to, and they all let out a gasp.

"I don't understand", Rarity stuttered.

"Wait a minute... Look at them again," Applejack said, gesturing to the dragoness Decepticon who stood before them, "That one looks like Sunset Shimmer at the Fall Formal..."

"Those three look like the Dazzlings...", Fluttershy whimpered as she stared at the group of three sirens who stared down at her.

"And that one kind of looks like Midnight Sparkle... as a Decepticon... again!" Pinkie replied.

Jet Black Spark smirked as she glared at them, "Congratulations girls, you've finally figured out our resemblances... but what you won't find out is the plans in store for your friend Sunset Shimmer...", Jet Black Spark smirked.

"What do you mean you have plans for Sunset Shimmer!?" Pinkie exclaimed.

"You won't live long enough to find out anyway...", Jet sneered.

Before she could shoot the girls on the spot, she froze in place as a paralyzing yellow sting of lightning zapped her body, sending her falling on the ground.

"Wait... is that--"

The dragoness Eclipse turned around and was met with a powerful body slamming kick, that slammed her right against the front of the school, smashing right through its brick walls.

The three Sirens were left, and they all looked at each other with unsure looks. Who was attacking them?

Just then from off the side, a red zoom sped on by in a flash, knocking the Sonata look-alike down onto her back, making her wince in pain. This was quickly followed up by a blue mech, charging at the Aria look-alike with a glowing blue fluorescent shield, smacking her against another one of CHS's walls. The last Siren stood, and as she turned around to see another form stand in front of her. A visor flipped down the figure's face, and a burst of soundwaves blasted her against the front of the school, also smashing her against the wall, knocking her out.

All five Decepticons were down, but they weren't going to be down for long.

The girls turned their heads and they smiled to see some familiar faces. Their guardian Autobots were standing before them with weapons ready, all standing like they're ready for battle.

"Did we miss the show?" Sideswipe joked.

"Nope, but you just missed the prelude," Rainbow smirked.

"Enough talk, lets get crackin on these new Cons," Ironhide said, cracking his knuckles.

"Um... did any of you bring our suits?" Pinkie asked.

Their heads all jolted up straight as they took a moment to ponder, followed by a few blinks.

"Oh that's what I forgot," Jazz said.

The girls all facepalmed.

"Are you kidding me right now!?" Rainbow groaned. "You didn't think about bringing our suits?"

"We were in a hurry! Look, we made sure to have gas, weapons, troops, and a ride back, that's what we thought was more important," Sideswipe protested.

"Can we just focus already!?" Rarity shouted.

The girls all looked back in shock to Rarity. Rarity of all people was the one yelling.

"S-Sorry...", she said, blushing.

Fluttershy looked around and raised a brow. "Wait... where's Sunset and Twilight?"

"Optimus and Perceptor went to go find them. But in the meantime, lets kick some butt!" Jazz cheered, "Come on Pinkie!"

"Okay Jazzy!"

As the battle went on, the Autobots were swinging into high and were now starting to give their friends a fighting chance. More troops had arrived, more soldiers came to provide an equal chance of survival.

And during the fight, Optimus Prime and Perceptor ran on through the firefight, trying to find the ones they called their associates.

"Do you think they're alright? I'm not sure how strong they'll be in this fight, especially without their protective suits!" Perceptor shouted over the battle.

"I'm sure they'll be fine Perceptor. We just have to find them!"

Optimus and Perceptor came around a corner, and watched as they worked like a tag team against the Insecticon Bombshell, who kept trying to grab them, but failed every time.

"Bombshell... be gone!" Optimus shouted as he jumped forward, throwing a punch into Bombshell's shielded face, pelting him against the ground.

Sunset and Twilight looked up and smiled to see their protectors standing before them.

"What took you guys so long?" Twilight asked.

"I'm sorry for our delay Twilight. But we've been experiencing some problems back in Nevada," Optimus replied.

"First our Groundbridge is malfunctioning, then more of our troops are suddenly disappearing without any reason. I'm not even sure how!"

"I'm willing to bet that they're the reason they're suddenly disappearing," Sunset winced.

"Either way, we must get you all out of here. We've already contacted your city's mayor, and everyone is ordered to evacuate at once," Optimus replied.

"Okay, but, wait... who's leading this attack?"

"Me..."

The four of them turned around and watched as several forms slammed their feet into the ground, across from them. First slamming down was Scourge, followed by Cyclonus landing on the right of him, finished by Galvatron who stood in the middle of them. The four stood in complete shock, and all of them froze in fear.

“Who are they?”

“New Decepticons apparently,” Twilight said.

“Not entirely new Decepticons Twilight. Some old, some new... some I’m sure even the oldest of enemies should recognize.”

Twilight and Sunset tilted their heads in confusion.

“Huh?”

Galvatron stared down at Sunset with an evil grin.

“Surely you recognize me Sunset Shimmer. After all, you hardly forget a face... especially one who terrorized you and your friends...”

Sunset’s eyes widened. A light clicked in her head.

“No... no.... that’s impossible!”

“Nothing is impossible Sunset Shimmer. Now back to business,” Galvatron said as he looked up to Optimus. “We’re only here for two things. Hand over the Matrix and Sunset Shimmer, and we’ll gladly leave this planet.”

Optimus glared, “I will not hand over either one Megatron.”

Galvatron snarled, “It is Galvatron now! But since you’re making this difficult... Scourge. Cyclonus. Get them!”

Optimus grabbed Sunset and Twilight and began to run. He held them tight in his hands, and he jumped into vehicular mode and started driving.

Scourge and Cyclonus just growled and they converted into their vehicular forms and took off into the sky like rockets, leaving Perceptor behind. The scientist turned around and slowly backed away from Galvatron, not wanting to taste the hot beam from his gun.

“Perhaps you’d like to die today Perceptor,” Galvatron said, aiming his cannon to the scientist.

The scientist let out a yelp as Galvatron pulled the trigger, releasing a beam of energy towards him. But as he raised his hands up, bracing for the attack, the beam halted and it didn’t even hit him. He looked, and he gasped when he noticed he was igniting a force field. The force field saved him from the fire.

Galvatron just snarled, “You think one puny force field is going to save you!?”

He aimed his gun again and fired more rounds at the microscope scientist, who moved his hands forward and held up a force field to block the oncoming fire from Galvatron’s arm cannon. The shield was strong, but with every shot that fired, Perceptor felt himself panicking more and more. He barely had enough training for battle, and he was taking on the leader of the Decepticons.

“How long can you keep this up, Autobot?”

“Long enough for this!”, a voice snarled.

Galvatron looked behind and was met with a lunging wolf tackling him to the ground. He looked to see the Decepticon holding him down was a grayish-blue Decepticon with a wolf molded head. His teeth were snarling and his eyes were ice cold.

Galvatron just kicked the canine-con off of his body and got back up on his feet.

“Didn’t I order your termination years ago?”, Galvatron huffed.

“You did... until I stopped the order,” Overload growled, pulling up right beside Weirdwolf, his hammer ready in his hand, “And I’ve just destroyed your second-in-command. Poor coward never even stood a chance...”

Galvatron smirked, “That’s the first thing you’ve accomplished for me Overload. And I’m thankful that I didn’t have to do it myself.”

Overload huffed, “That was a mistake you made too many times. And not finishing you off was another... one that I should have done in the first place!”

Overload tossed his hammer at Galvatron who only swatted it aside with his orange cannon.

“Is that all you’ve got?”

Overload’s hammer that dented the ground flew right back into the air, back into Overload’s hand.

“We've all worked for you at one point or another Galvatron...”, Weirdwolf stated.

“And the minute one of us wanted to go down our own path... you would turn our brothers and sisters against us. You betrayed us... you always said that they were the turncoats... but I can clearly see it is you who is at fault.”

“You lied to us! To me!”

Weirdwolf snarled and began a running charge towards Galvatron and jumped up, ready to pounce. But Galvatron just smirked and swung his fist towards his face, knocking him flat on his back.

Galvatron merely smirked. "Turncoat Decepticons... very well. I will destroy you all!”

He yelled into the sky and fired his cannon up towards the smoke filled clouds with anger. He looked back to his enemy and jumped into the air ready to attack. The other two former Decepticons jumped into the air as well, and proceeded to join in to the attack.

Back over at the front of the school, the Crystal Prep students along with the Canterlot High students were continuing to fight alongside the rest of the arrived Autobots. It was long and tiresome, but they had a job to do and they weren’t going to give up so easily.

Indigo Zap sat on Hound’s shoulder, and she used a little gun to shoot enemies that were coming at Hound’s left, right, and behind, to keep them off his back.

“Uh, Hound? I don’t know about you, but I think we should probably go. I don’t want to surrender, but just speaking from a logical standpoint, we’re outnumbered.”

“You’re thinking logically? That’s something I never thought would come from you,” Sugarcoat said on a communication’s device.

“Haha, very funny,” Indigo sarcastically said, “But I’m serious. We barely have anyone around!”

“Perhaps it would be wise of us to perform a retreat,” Highbrow said on the line.

“But we can’t! We don’t have orders to,” Sunny Flare called.

“I think everyone’s gonna start sharing the same idea. Hang on, let me check in...,” Lemon said, “Hey Mirage, do you think we should retreat?”

“I... AGH! I don’t know!”

“Okay... what about you Beachcomber? Should we retreat?”

“And leave everyone to die? I don’t think so,” Beachcomber yelled.

“Let me try asking someone else... Tracks, should we leave?”

“YES!”

“Whoa, calm down dude. Geez.... Strongarm, should we run away?”

“I wouldn’t call it running away, but yes.”

“Thought so! Okay, so after asking a few people, I think we should run away!” Lemon called.

“We aren’t going to run away!”, Sour yelled.

“Okay, okay, sheesh! Calm down!”

On another side of the battle, Sour Sweet was standing with a few Crystal Prep students and holding a few weapons in their hands, using them effectively and efficiently against the Decepticons around them.

Smallfoot, who was also near the group, fought alongside them. She took a step back to avoid a laser shot that was raining down on her, and took a step to the right to avoid another shot, followed by a step to the left.

“Fancy footwork, Smallfoot,” Sour grinned.

Smallfoot blushed, “Thanks, I guess...”

She clenched her fists tight and pointed them towards a Decepticon jet, and shot lasers from her fists hitting her target. The jet was shot, and he came down crashing into the road.

“That’s gotta hurt...”, Sour winced.

“Um, Sour? What do you call that?”, Upper Crust asked, pointing to the group Shadowcons that were standing together.

“Shadowcons, lets merge for the kill!”, the Indigo Decepticon look-alike called.

“Oh no... I think I know what’s going to happen...”, Sour groaned.

Surge's body began transforming. But not into a jet. Her head tucked in, and her arms folded up, along with her legs. She was forming something that resembled a chest piece and a torso. And in the middle, there a blazing purple and golden Decepticon logo, just below where the breasts would have been located. And on the back, a pair of big jet wings transformed each of them colored in bright purple and gold.

Below, the two cars were transforming into what looked like... feet. Both of them were forming feet with heels in the back, and weapons in the front of the legs. Ankles transformed from the top, and it connected into the pegs that were below Indigo's torso piece. The sports car became the right foot, and the armored tank formed the left foot.

Above, the final pieces were connecting together. The mini-car and alien spacecraft were transforming as well. Both of them converted into what looked like arm pieces. The mini-car connected onto the left side while an arm transformed out, with a car just near the side of the shoulder like an armor piece. The spacecraft connected to the right side, as its entire body converted into a giant radio form, and then folded itself apart to connect to the side, and a hand folded out that clenched tightly.

The final transformations were continuing, as the girls, the Autobots, and the highschool students looked in shock and awe. They couldn't believe their eyes.

An armored sash was seen, just above the crotch and hanging in the middle like a warrior sash. The giant held a sword in her right hand, extending it high in the air and then lowering it down towards the ground. Turrets transformed on the shoulders, near the head piece which were armed and ready. And a head piece began transforming and popped up. It had a dark purple helmet piece, with two horns off the side, one in the middle, and two more near where the middle was. Almost like a crown formation. A purple mask piece was formed as well, and a pair of evil red eyes which glimmered in the night. The Decepticon giant, had awakened.

“Didn’t we form that giant before?” Sour asked.

“Yes, but it was just a suit!” Sunny called.

“That’s no suit... that’s a living Transformer,” Sugarcoat gasped.

The giant stared down towards the girls and stomped her feet towards the ground.

“You girls remember your old suits... well, I’m afraid you didn’t pay for them. But now you’ll pay the bill!”

The giant slammed her foot down towards the girls, trying to stomp on them. The girls thinking ahead, quickly spread out, avoiding the giant from stomping down on her.

“Protectobots, transform into Defensor!”

The feminine giant turned around and watched as the Protectobots changed their shapes into that of the power Autobot giant, Defensor.

“Indominita’s... angry. Indominita, will destroy Defensor!”

The female giant charged towards Defensor with her arm pulled back, tightening up her fist to throw a punch. As soon as she was ready to punch, Defensor swooped to the left, allowing Indominita to flail forward and lose her balance. The minute she was offguard, Defensor pulled the trigger on his gun and shot her in the back.

Indominita growled in pain, but she didn’t stop fighting. She turned herself around and stared towards the Autobot giant. With her strength intact, she charged at the Autobot giant and threw one big punch to Defensor’s chest. The punch itself slammed hard against his chest, it sent him colliding instantly into the ground, forming a huge dent into the ground. But something else had happened, Defensor split up into the five Protectobots that had formed Defensor in the first place. All of them were sprawled along the ground, moaning in pain.

Lemon and the Crystal Prep students gasped.

“Our suit... just took down... Defensor,” Lemon gasped.

“Thank you, Lady Obvious,” Sugarcoat sarcastically said, “I never would have guessed that.”

“Do you need to be so mean right now?” Lemon whined.

“Sarcasm is my coping mechanism when I’m really stressed, you know that!” Sugarcoat yelled with a worried face, and she began to back up from the swarm of Decepticons that were quickly descending upon them.

“Hang on!”

Sugarcoat’s guardian Highbrow scooped her up with one hand and threw her up into the air. Highbrow lunged up and he transformed into his helicopter form, and his head split into its miniature component, going up into the air with her. The red cockpit of the helicopter opened up, and the two landed inside of the seats.

“We’re taking the battle up here!”

Sugarcoat gave a nod to the robot that sat behind her, and she gripped her hands onto the steering controls.

“Lets fry these motherboards,” Sugarcoat snarled.

“Hey, you’ve found something witty to say in battle,” the mini Highbrow smiled.

“I believe talking in battle is only going to waste more time. But... I’m willing to make an exception...,” Sugarcoat looked behind to her Autobot partner and smiled, “Just for you.”

Highbrow smiled and gave a smirk, “Are you trying to seduce me my sugarcoated friend?”

Sugarcoat just smirked back playfully, “Depends. But lets put our focus back on fighting. We’ve got to help out Defensor.”

“Agreed,” Highbrow said before letting out a sigh, “I hope the rest of our friends are doing alright...”

Back with Galvatron, he was still off on his own dealing with the rogue Decepticons that were relentless trying to kill him. But none of them were having any strokes of luck against him.

Weirdwolf pounced at him, but he just swatted him to the left like a bug. Overload kept tossing his hammer towards him to try and hit his weak points, but he just moved out of the way from every attack. None of them were having a chance against him.

Weirdwolf stood on his feet and he snarled as he stared at him.

“All I wanted...”, Weirdwolf growled as he made a swipe with his claw, “Was to be in exile far from Cybertron! ERGH!” Weirdwolf made another swing with his claw. “I just wanted to be far from your war!”

Galvatron just smirked as he blocked another attack, “I’m very sorry for your loss.”

Galvatron threw a punch across Weirdwolf’s face, knocking him down on his chest. The Decepticon leader looked down and noticed his long tail was still attached. He grabbed ahold of his tail, and he began moving around, gripping the tail hard, swinging Weirdwolf around like a ball connected to a chain.

He kept spinning, and spinning, and spinning around until he managed to reach enough momentum to throw him hard.

He let go of his hand, and soon enough, Weirdwolf came hurling high into the sky, launched right over thousands of houses in the air. Galvatron squinted his eyes to get a better look, and smirked as the canine was descending far off into the distance from the long throw. He wasn’t going to be coming back for a while now.

Galvatron was about to turn his focus back going up into the sky to search for Sunset, until a scream sent echoes in the air, distracting him from his goal.

He looked back and watched as Overload snarled, and began to charge at him. Galvatron readied himself, and he blocked every attack that Overload threw at him. He punched him, kicked him, swatted him with his hammer, but Galvatron wasn’t going down so easily.

“I thought you despised us all my traitorous scrapheap,” Galvatron snarled as he blocked another attack.

“The only ones I despise, ERGH!,” Overload screamed, “Are the monsters responsible for our planet’s death! And you are one of them!”

Galvatron blocked Overload’s incoming fist by clenching it hard with his own. Using his strength, he clenched his fist, scrunching Overload’s fist hard.

“AGH!!!!”, Overload screamed.

“Not as weak as you believed I was, am I?”

Overload’s face contorted with groans and pain as Galvatron was crushing his own fist. He felt his own knees start to go down, not having the strength to fight back.

He slowly looked back at Galvatron and was met with a punch to his face, knocking him down onto his back. But he didn’t stay down. Instead, he quickly got back up on his feet, and he held the side of his stomach that was bleeding with Energon. He let out a snarl to Galvatron one last time before turning around.

“I’ll get you one day Galvatron, this I swear. You may have been lucky this time, but I assure you, next time you deal with me... you won’t be so lucky. I’ll see to it that you suffer for our planet’s death!”

Overload’s form changed back into his vehicular mode, and his tires screeched along the road, creating skid marks. He sped away off into the distance, leaving Galvatron alone with his victory. He may have won this one, but he was going to be back one day... he would be back...

Optimus Prime was on an urgent run in vehicular mode with Sunset Shimmer and Twilight Sparkle riding within him. The three of them were speeding through the city, while being chased by the two Decepticon jets up in the sky.

“They’re still after us!” Twilight yelled.

“Hang on!”, Optimus said as his truck form performed a tight turn around a corner, running into a few cars along the way.

“We’re going to have to leave them a note,” Twilight ducked in her chair.

The two jets above them wouldn’t let up. This was one mission they couldn’t fail. They couldn’t afford Optimus Prime escaping with the Matrix, or Sunset Shimmer. What would Galvatron say? What would their master say?

Cyclonus’s jet form zoomed faster, and a burst of flame spewed from the back thrusters. And from underneath the wings, an arsenal of missiles and rockets pulled out, and launched towards the big rig that was driving out on the road.

Optimus moved side to side, dodging every missile that came at them. But with each one that failed to hit him, an explosion sent flames and sparks flying in the air around them, weakening the structure of the roads, crumbling them into more rocks and remains.

“Do you want me to gut Sunset Shimmer?” Scourge queried from the air.

“No. We cannot harm nor decimate Sunset Shimmer, Galvatron’s orders.”

Twilight and Sunset’s fingers gripped onto the seats as Optimus sped up.

“Why are they after you?” Twilight questioned.

“I don’t know! Revenge for me beating Megatron?”

“I don’t believe Megatron would settle a score with this an attack this prodigious. They must have a reason for wanting to acquire both of them. But I do not wish to find out what Megatron intends to do with either one.”

Optimus’s wheels rolled faster along the road, and he made another turn, swerving and performing more skid marks on the road. He slided along the road, avoiding every missile, laser, and obstacle that stood in his way. But Cyclonus and Scourge wouldn’t let up, they were still moving.

“Optimus, at this rate, they’re just going to keep chasing us like a cat and mouse. We won’t get them off of us unless we fight!”

“You raise a good point Sunset. Hang on!”

Optimus slammed on the breaks and veered himself around to face the two new Decepticons. Twilight and Sunset Shimmer stepped out the living truck, pounded their fists together and stood in fighting positions.

Optimus’s truck form began to whir and wheesh, and it made a chuk-ch-chik sound as he transformed into his alternate form. He stood on his feet, and stomped on the ground. He pulled out a battle axe from his fist which illuminated in bright orange.

Cyclonus and Scourge swooped down towards the ground, and the two of them began their conversions. Cyclonus’s wings folded out, his legs folded out, and his head slided out into its socket. Scourge transformed as well, the gray hull of his shuttle mode unfolded to form big wings behind his back, revealing his legs and arms hidden underneath, and his head slided out.

The two landed on the ground and sneered to the trio in front of them.

“So does Megatron have allies that we don’t know about, or did he just spawn them out of nowhere with Allspark fragments?” Sunset asked.

“I don’t know. With everything that the Autobots taught us, I don’t think we’ve met those two before,” Twilight replied.

“And there’s a logical reason for not knowing about us... we’re entirely new. Galvatron now has new warriors, stronger, faster, and combined with the rest of his Decepticons, none of you will stand a chance against us! And once we have you and the Matrix, he will be pleased..."

"You mean Galvatron?" Sunset asked.

"Wouldn't you like to know, Sunset Shimmer?" Scourge asked, "Well... you'll find out much sooner than you know!"

Cyclonus and Scourge whipped out their guns and pointed them towards the three, who continue to stay ready for battle. But up in the air, the three could see a figure flying right behind them. The figure flew faster and faster, and as it drew itself closer, its shape looked more recognizable to Sunset and Twilight. The figure was a giant blue bird that was ready to ram down Cyclonus and Scourge.

"What are you gaping at!?" Cyclonus snapped.

Optimus and the girls stepped back, and watched as Filch walloped the backs of the two fresh Decepticons, making them yell and land on their bellies.

Filch swooped up into the air, and she stayed in place, flapping her wings so she could get a look towards the three friends that she saved.

"Perfect timing Filch!" Sunset called.

Filch squawked loudly into the skies, letting her voice be heard. She looked back towards Cyclonus and Scourge who got back up onto their feet wondering who was it that hit them in the back of their heads.

They looked up and stared deeply into the golden eyes of the blue bird. Filch stared down back at them, and as she stared at them, a sparkle of light flashed in her eyes as she stared down at their armor. Their armor gleamed with shininess... and she wanted it.

"Shiny..."

Filch squawked again and she scurried down to the ground and flew right back to Cyclonus and Scourge. The two didn't flinch or react, but instead pointed their weapons at the female shiny obsessed bird and blasted lasers as she flew back at them. The lasers hit her in the face, but she didn't react.

She used her talons to grip Cyclonus, carrying him up into the air like her own treasure.

"Unhand me you fowl beast!"

"Mine! Mine! And you're not hurting my friends!"

Filch kept flapping her wings, flinging Cyclonus around. But what she didn't see was that Cyclonus was still in possession of his gun, not letting go tightly.

He moved his hand up a bit so he could aim for her wing, and shot a laser into her wing, making her wail in pain. The pain hurt her so much, she let go of Cyclonus who flew back down to the ground to get a better shot. He turned himself around, pointed the gun towards Filch and fired a deluge of lasers that made more holes in her wings, burning through her metal, forcing her down to the ground without any control of her flight pattern.

She crash landed onto her back with her feet sticking out, and she moaned in pain. She didn't have the willpower to get back onto her feet and fight. She was vastly injured, and she couldn't move a muscle without groaning in more pain.

The purple general turned around and looked back to the trio.

"So... you've managed to turn Decepticons against us. I'll admit, that's quite impressive of you Sunset Shimmer."

"They chose to turn on you guys! It was their own decision whether or not be evil or not," Sunset blurted.

"It doesn't matter... what matters is taking you in!"

Cyclonus ran forward and pointed his gun towards the three of them, and shot his gun towards Optimus. A few of the laser shells penetrated his skin, but he didn't stand down. He leaped at Cyclonus and punched him across the face, nailing him to the ground. With Optimus distracted, Scourge ran over to Twilight and Sunset with a devious grin on his face.

"Come quietly, and we won't harm you... much," Scourge asked to Sunset pointing a gun to her body.

Sunset said nothing but jumped into the air and threw a punch across Scourge's bearded face, and she tugged on his facial hair, making him scream in pain which threw him flat on his chest. She jumped on top of his body, stomping on one of his wings and jumped into the air, ready to throw a pounce onto Cyclonus.

Cyclonus could see a sliver of her orange armor, and so he threw his arm out, slamming her body against a wall of a building, which made her groan from how hard she was hit.

Twilight also lept up into the air trying to perform a similar move, but Cyclonus just simply made a turn around and kicked her like a soccer ball, right into the building where Sunset was thrown. She hit the wall forming a dent, smashing some of the wood away, and fell down onto her chest, right next to Sunset Shimmer who just laid against the wall, moaning. Now all that was left was Optimus and Cyclonus.

Optimus stared back to Sunset and Twilight who looked hurt, which made him angry.

"Oh, did I hurt your friends Optimus? Surely one little human wouldn't make you mad," Cyclonus snapped.

Optimus just glared towards Cyclonus, "I will not allow you all to hurt the inhabitants of this world!"

"You talk, but you don't do. Pity you won't see the light of day, ever again."

Cyclonus shot Optimus with his gun some more, hitting the precise weak spots on his body. Optimus just groaned in pain as he was hit in the weak areas on his body.

"Weak are we now Optimus? They don't make Autobots strong like they used to..."

Right behind Optimus was Scourge who had got up on his feet again, angirly glancing to the back of the leader. He wasn't going to let a few humans on this planet stand in his way. But what could he use against him? Tackle him, claw him, kick him? But wait. A sliver of light flickered in his eye. Optimus's long range cannon was on the ground.

His weapon which was powerful enough to strike a Decepticon was within reach, and he could use it against him. Well this was certainly going to be his lucky day.

Scourge picked up Optimus's cannon, held it tightly in his hands and pulled the lever to fire, hitting Optimus in the back, making him groan in pain. He almost fell but his hands saved him from falling. He moved himself back on his feet and turned around, only for more shots from his own gun to take him by surprise, removing more plating from his metal skin, and scrapping off little strips of metal and paint.

Optimus was met with another shot which striked him right at his left side, throwing him down onto his back. Optimus turned around and saw Scourge and Cyclonus staring down at him, ready to finish the job.

"The great Optimus Prime is going to finally meet his end, once and for all...", Cyclonus said.

Optimus glared for a second, and quickly got back up on his feet.

"I shall never die Cyclonus!"

Optimus ran forward at Scourge, taking some more shots to his chest, but he reached enough speed for him to swing his arm back, and throw a punch straight across his face, tossing the Sweep leader onto the ground again. Only he didn't get back up right away. He winced in pain for a moment, before dropping his head down and closing his eyes.

Cyclonus was greeted by Optimus's determination as well. The Autobot leader didn't hold back anything, and he was going to use the last of his strength to take them down.

He kicked Cyclonus in the chest, follow by a punch into the gut, and finishing it off with a punch across his face. Cyclonus went down like a broken punching bag, and he collapsed onto the ground. With the wind knocked out of him, he couldn't bring himself to come back up on his feet to try and fight back.

Sunset and Twilight looked to see the aftermath of Scourge and Cyclonus finally pinned down on the ground and got up on their feet. But as they looked to Optmus who held onto his injuries, panting heavily, Sunset immediately rushed over to take a look at her hurt mentor.

Optimus Prime panted and breathed heavily as he tried to collect himself together, down on his hands and knees, while his one hand was holding onto his wounds.

“We’ve got to get you out of here,” Sunset stammered.

“No, Sunset... it is you who needs to leave.”

“B-But I can’t leave you! What if they torture you? What if they kill you? I... I don’t know what I would do if something bad happened to you,” Sunset whimpered.

Sunset’s head dropped down, but she felt a finger slide under her and raise her up to look up. Optimus, using what strength he had left, raised Sunset’s chin up to look at him, and he gave a warm smile.

“Sunset, I will be alright. I am always with you... in here,” Optimus gestured to her heart.

Sunset felt tears streaming down her face, “B-But I can’t... I can’t leave you...”

“I will be alright Sunset... you must escape. You cannot let Galvatron win... but before you do, I wish to pass something to you...”

“S-Sure, what is it?”

Optimus weakly opened up his chest, pulling the flaps out. From within his chest, the Matrix of Leadership glowed with bright blue energy, sparkling and gleaming in Sunset’s eyes.

“I pass the Matrix of Leadership... down to you, Sunset Shimmer,” Optimus wheezed, “Protect it with your life... do not let it fall into Galvatron’s hands...”

Sunset nodded, “I... I promise.”

“And my other request... that I would like to leave to Twilight Sparkle... and all of your friends.”

Twilight nodded. And without knowing it, Twilight hit a button on a com-link which began to transmit Optimus’s final words to her, sending the message to everyone that was still out in the battlefield.

“... Twilight Sparkle, I wish for you and the rest of your friends to protect Sunset Shimmer at all costs. It would seems as though the new leader of the Decepticons, Galvatron, is now after her.”

During the battlegrounds, Rainbow Dash heard Optimus’s dying voice on her com-link and she got the other girls with her to stop and listen to the message. But none of them were thrilled with what they were hearing.

“I do not know Galvatron’s intentions are, but we cannot allow him to take Sunset or the Matrix. The Matrix will be guarded by Sunset Shimmer now. She is its protector. And for you, and everyone else... protect Sunset Shimmer. Do not allow the Decepticons, or Galvatron to harm or take her.”

Indigo and the Crystal Prep students jaws were gaping when they listened to him. He sounded like he was about to die, and he could barely get any words out.

“Dude...”, Lemon gasped.

“Is he... going to die?” Sour whimpered.

“No, no, I’m sure he’s not going to die,” Sunny said with a warm tone. But even she wasn’t sure about the situation.

Optimus used what strength he had remaining and pulled the Matrix from within his chest, and slowly moved it over to Sunset. Sunset crawled up on Optimus’s knee, and clutched it tightly, holding it in her arms. It was big, but she had the strength to carry it.

Sunset slowly looked back up to Optimus with a trembling lip and tears forming in her eyes.

“I won’t let Galvatron take the Matrix. I promise,” Sunset whimpered.

Optimus gave a weak smile and he pulled Sunset close, offering her one last hug before she would have to leave. He patted her back, and he could hear her whimpering. She couldn’t bare to say goodbye to her friend, not now. Not at a time like this.

The two pulled out of the hug, and Optimus slowly moved a finger up, removing tear from her eye.

“I know you can...”

Sunset sniffled, and Twilight cleared another tear from her eye.

“You two must go. Do not let them take you. Do what you can... do what you must...”

Twilight nodded, “I won’t let them take Sunset, or the Matrix.”

Just at that moment, an explosion was set off behind the two girls, and the very sound made them let out a shriek when they heard it come from behind them. As the two turned around, their eyes widened to see the sights of Cyclonus standing before them, with a gun in his hand ready to fire.

“Go, go!” Optimus called to the two girls.

Optimus moved back onto his feet with the last of his strength and took his second gun towards Scourge. He pulled the trigger, and the laser shot his foot, forcing him to fall onto the ground. But Cyclonus was one step ahead of him. He fired his gun, and it shot Optimus right in the chest again, knocking him down onto the ground.

His body slammed onto the ground like a sack of potatoes, and he moaned from the hard shot that penetrated his armor. His eyes felt heavy and he felt them beginning to close. He looked up for one last time, and caught a glimpse of Cyclonus smirking and turning himself around just before everything went black.

Twilight and Sunset didn’t look back to see the Autobot leader taken down. But instead, they kept on running, and they didn’t give up. They couldn’t let the Matrix fall into his hands.

Cyclonus closed one eye as he held the gun up close, aiming towards their backs. With a smirk, his finger pressed against the trigger of the gun. The gun expelled another laser beam which fired towards the back of the two girls.

The laser hit the ground, and it created a big detonation right behind the two girls that blew the two girls up into the air like they had just jumped onto a trampoline. They let out a scream as their bodies threw themselves into the air, and the Matrix slipped from Sunset Shimmer’s arms, and it bounced on the ground with a few clanks and bangs of metal.

Sunset’s body hit the ground, and she rolled around a bit before finally stopping and landing rignt in front of the Matrix, moaning in pain. Twilight on the other hand, landed on her back. Luckily she didn’t break any of her bones.

All three heroes were on the ground, moaning from the pain they had suffered, and the only one standing was Cyclonus, ready to attack. Cyclonus grinned as he eyed his target.

“I may not be going to kill you Sunset, but I’m going to finish off you best friend...”, Cyclonus said as he pointed his gun towards a downed Twilight.

Author's Notes:

I’ll admit, I think this chapter was a tad rushed. And I took days to work on this one.

But, I wish for you guys to enjoy it, and have a wonderful day.